RFP Name: Domestic Violence Judicial Institute

Attachment 2

RFP Name: Domestic Violence Judicial Institute

RFP Number: ASU AU-009-RB

JUDICIAL COUNCIL OF CALIFORNIA, ADMINISTRATIVE OFFICE OF THE COURTS

STANDARD AGREEMENT COVERSHEET (rev 10-11)
For Hotel and Conference Services / AGREEMENT NUMBER
TBD
FEDERAL EMPLOYER ID NUMBER
TBD
1. / In this agreement (the “Agreement”), the term “Contractor” refers to TBD, and the term“AOC” refers to the Judicial Council of California, Administrative Office of the Courts.
2. / This Agreement becomes effective as of / TBD / (the “Effective Date”) and expires on / May 25, 2012.
3. / The Work will be provided during the following Program Dates: May 20 – 24, 2012.
4. / The title of this Agreement is: Domestic Violence Judicial Institute.
The title listed above is for administrative reference only and does not define, limit, or construe the scope or extent of the Agreement.
5. / The maximum amount that the AOC may pay Contractor under this Agreement is $00.00.
6. / The parties agree to the terms and conditions of this Agreement and acknowledge that this Agreement (made up of this coversheet, the following exhibits, and any attachments) contains the parties’ entire understanding related to the subject matter of this Agreement. If there are any inconsistent terms in the exhibits, the following is the descending order of precedence:
Exhibit A, G, B, C, D, E, F, and H.
Exhibit A - General Terms and Conditions
Exhibit B - Supplemental Conditions
Exhibit C - Special Provisions for Sleeping Rooms
Exhibit D - Special Provisions for Meeting & Function Rooms
Exhibit E - Special Provisions for Food and Beverage Service
Exhibit F - Special Provisions for Miscellaneous Requirements and Expenses
Exhibit G - Special Provisions for Payment
Exhibit H - Attachments, including: Attachment1, Hotel/Motel Transient Occupancy Tax Waiver; Attachment
7. / All charges to this Agreement's Master Account, as specified herein, shall be paid with an American Express Meeting Planner Account, to be provided to the Contractor in accordance with Exhibit G.
AOC’S SIGNATURE / CONTRACTOR’S SIGNATURE
Judicial Council of California,
Administrative Office of the Courts / CONTRACTOR’S NAME (if Contractor is not an individual person, state whether Contractor is a corporation, partnership, etc.)
TBD
TBDKtr
BY (Authorized Signature)
 / BY (Authorized Signature)

PRINTED NAME AND TITLE OF PERSON SIGNING
TBDName and title / PRINTED NAME AND TITLE OF PERSON SIGNING
DATE EXECUTED / DATE EXECUTED
ADDRESS
Attn: Business Services Unit
455 Golden Gate Avenue
San Francisco, CA 94102 / ADDRESS
TBD

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Attachment 2

RFP Name: Domestic Violence Judicial Institute

RFP Number: ASU AU-009-RB

Administrative Office of the Courts Use Only

Agreement Number / TBD
Contractor Name / TBD
Fund Title / Program/ Category / Item / Chapter / Statute / Fiscal Year / Object of Expenditure / Amount
Amount Encumbered by this Document: / Prior Amount Encumbered for this Contract: / Total Amount Encumbered to Date:
$TBD / $TBD / $TBD
I hereby certify upon my own personal knowledge that budgeted funds are available for the period of the expenditure stated above.
SIGNATURE OF ACCOUNTING OFFICER
 / DATE

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Attachment 2

RFP Name: Domestic Violence Judicial Institute

RFP Number: ASU AU-009-RB

Judicial Council of California, Administrative Office of the Courts

Standard Agreement No. TBD with TBD

EXHIBIT A

GENERAL TERMS AND CONDITIONS

1. Definitions

The terms provided below and elsewhere throughout the Contract Documents shall apply to the Agreement as defined.

1. “Amendment” means a written document issued by the AOC and signed by the Contractor and the AOC which alters the Contract Documents and identifies the following: (i) a change in the Work; (ii) a change in Contract Amount; (iii) a change in time allotted for performance; and/or (iv) an adjustment to the Agreement terms.

1. “Attendee” or “Participant” means persons attending or participating in the Program as (i) a presenter, speaker, trainer, or student, (ii) the AOC’s staff, and/or (iii) the guests of any of the persons listed previously.

1. “Banquet Event Order” or “BEO” means a written order issued by the Contractor to the AOC that confirms the AOC’s specific instructions and orders with respect to the Program on any one or more of the following, but does not alter any of the Agreement’s terms and conditions: (i) meeting and/or function room(s) and set-up requirements and/or rental charges; (ii) meal menus and prices and set-up requirements; and/or (iii) audio-visual equipment and set-up requirements and/or rental charges. BEO’s will be approved and signed by the AOC’s representative, as set forth in Exhibit B.

1. The “Contract” or “Contract Documents” constitute the entire integrated agreement between the AOC and the Contractor, as attached to and incorporated by a fully executed Standard Agreement Coversheet form. The terms “Contract” or “Contract Documents” may be used interchangeably with the term “Agreement.”

1. “Contract Amount” means the total amount encumbered under this Agreement for any payment by the AOC to the Contractor for performance of the Work, in accordance with the Contract Documents.

1. The “Contractor” means the individual, sole proprietor, association, partnership, company, corporation, subsidiary, affiliate, or combination thereof, including joint ventures, or any other entity, named on the Standard Agreement Coversheet form, that is contracting with the AOC as a party to this Agreement to do the Contract Work.

1. “Day” means calendar day, unless otherwise specified.

1. “Force Majeure” means an event which impacts the timely performance of Work, or makes it inadvisable, illegal or impossible to hold the Program or provide the Property, for which neither the Contractor nor the AOC are liable because such event was unforeseeable and beyond the control of the party. Force Majeure include, but are not limited to:

1. Acts of God or the public enemy, war, terrorism, or civil unrest;
2. Acts or omissions of any government entity;
3. Fire or other casualty for which a party is not responsible;
4. Quarantine or epidemic;
5. Strike or defensive lockout;
6. Curtailment of transportation facilities; and,
7. Unusually severe weather conditions.

1. “Master Account” or “AOC’s Master Account” shall mean the AOC’s billing account to which the Contractor is authorized to charge specifically identified charges under this Agreement.

1. “Material” means all types of tangible personal property, including but not limited to goods, supplies, equipment, commodities, and information and telecommunication technology.

1. “Notice” means a written document signed by a representative of either party to this Contract providing formal notification and sent by: (i) depositing in the U. S. Mail or commercial express mail, prepaid, to the address of the authorized representative of the other party, as set forth in the Contract Documents; or (ii) hand-delivery to the other party’s authorized representative, as set forth in the Contract Documents. All Notices shall include the Contract number, as provided on the Standard Agreement Coversheet form, and shall be effective on the date of receipt.

1. “Program” or “Conference” shall mean all activities associated with any functions, room rentals, and/or meals on the dates indicated, that are the subject of this Agreement, as described on the Standard Agreement Coversheet form.

1. “Property” means the location of the Program or Conference facilities, at the address set forth herein, including its sleeping rooms, meeting and/or function rooms, dining rooms, food preparation areas, reception, and/or other public areas and grounds.

1. “Standard Agreement Coversheet” refers to the form used by the AOC to enter into agreements with other parties. Several originally signed, fully executed versions of the Standard Agreement, together with the integrated Contract Documents, shall each represent the Agreement as an individual contract counterpart.

1. “Standard Amendment Coversheet” refers to the form used by the AOC to amend agreements with other parties. Several originally signed, fully executed versions of a Standard Amendment, together with the integrated Contract Documents, shall each represent an Amendment as an individual contract counterpart.

1. “Subcontractor” shall mean an individual, sole proprietor, association, partnership, company, corporation, subsidiary, affiliate, or combination thereof, including joint venture or any other entity, having a contract, purchase order, or other agreement with the Contractor, or with any Subcontractor of any tier, for the performance of any part of this Contract. For purposes of this Agreement and unless otherwise expressly stated, the term “Subcontractor” includes, at every level and/or tier, all subcontractors, suppliers, and materialmen.

1. “Third Party” refers to any individual, sole proprietor, association, partnership, company, corporation, subsidiary, affiliate, or combination thereof, including joint venture or any other entity, which is not a party to this Agreement.

1. “Work” or “ContractWork” may be used interchangeably to refer to any or all the facilities, services, labor, Materials and other items necessary for the performance, completion and fulfillment of the Agreement by the Contractor to the satisfaction of the AOC.

1. Relationship of Parties

Contractor shall be, and is, an independent contractor, and is not an employee or agent of the AOC, and is not covered by any employee benefit plans provided to AOC employees. Contractor is liable for the acts and omissions of itself, its employees, its Subcontractors and its agents. Nothing in this Agreement shall be construed as creating an employment or agency relationship between the AOC and Contractor. Contractor will determine the method, details and means of performing the Work, including, without limitation, exercising full control over the employment, direction, compensation and discharge of all Subcontractors, agents, employees or other persons assisting Contractor in the performance of the Work. Contractor shall be solely responsible for all matters relating to the payment of Contractor’s employees, including but not limited to compliance with Medicare, social security, income tax withholding, unemployment and workers’ compensation laws and regulations, withholding for/providing of any and all employee benefits, and all other laws and regulations governing such matters. Neither party to this Agreement has any authority to enter into any contract or otherwise incur any liability in the name of, or on behalf of, the other party.

1. Assignment

Without the written consent of the AOC, the Contractor shall not assign this Agreement in whole or in part. Any assignment in violation hereof shall be null and void.

1. Consideration for Performance

The consideration to be paid to the Contractor under this Agreement will be compensation for all the Contractor’s expenses incurred in the performance of this Agreement, unless otherwise expressly provided.

1. Time of Essence

Time is of the essence in Contractor’s performance of this Agreement.

1. Subcontracting

1. The Contractor shall not subcontract an amount exceeding ten percent (10%) of this Agreement’s Contract Amount to any single Subcontractor for any Work provided hereunder, unless the AOC agrees to the subcontract in writing.

1. The Contractor shall require each Subcontractor to comply with the provisions of this Contract.

1. No party to this Agreement shall in any way contract on behalf of or in the name of another party to this Agreement.

1. Notice of Force Majeure (*)

If performance is delayed as a result of Force Majeure, the affected party shall provide prompt Notice to the other party and shall be excused from default or delay in performance while such circumstances prevail so long as such party continues to use commercially reasonable efforts to recommence performance as soon as possible.

1. ChangesandAmendments

1. Changes or Amendments to any component of the Contract Documents can be made only with prior written approval from the AOC. An oral understanding or agreement shall not be binding on any of the parties. Requests for changes or Amendments must be submitted to the AOC in writing and must be accompanied by a narrative description of the proposed change and the reasons for the change. After the AOC reviews the request, a written decision shall be provided to the Contractor.

1. BEO’s may be used to make changes that do not modify the terms and conditions of the Agreement.

1. Amendments to the Agreement shall be authorized via bilateral execution of a Standard Amendment Coversheet form.

1. Additional funds may not be encumbered under the Agreement due to an act of Force Majeure, although the performance period of the Agreement may be amended due to an act of Force Majeure.

1. An Amendment is required to change the Contractor’s name as set forth on the Standard Amendment Coversheet form. Upon receipt of legal documentation notifying the AOC of the novation change, the AOC will process an Amendment for the change. Invoices presented with a new or different name or tax identification number cannot be paid prior to execution of such Amendment.

1. AccountingSystemRequirement

The Contractor shall maintain an adequate system of accounting and internal controls that meets Generally Accepted Accounting Principles or “GAAP.”

1. RetentionofRecords and Audit

1. The Contractor shall maintain all financial data, supporting documents, and all other records relating to performance and billing under this Agreement for a period in accordance with state and federal law, a minimum retention period being no less than four (4) years after final payment under this Agreement.

1. The Contractor shall permit the authorized representative of the AOC or its designee or both at any reasonable time to inspect or audit all data relating to performance and billing to the AOC under this Agreement.

1. Contractor Certification Clauses

Contractor represents and warrants that the following statements are true. During the term of the Agreement, Contractor shall not take an action, or omit to perform any act, that results in a representation and warranty becoming untrue. Contractor shall promptly notify the AOC if any representation and warranty becomes untrue.

A.No Gratuities. Contractor has not directly or indirectly offered or given any gratuities (in the form of entertainment, gifts, or otherwise) to any AOC personnel with a view toward securing this Agreement or securing favorable treatment with respect to any determinations concerning the performance of this Agreement.(*)

B.No Conflict of Interest. Contractor has no interest that would constitute a conflict of interest under (i) California Public Contract Code (“PCC”) sections 10365.5, 10410 or 10411; (ii) Government Code sections 1090 et seq. or 87100 et seq.; or (iii) California Rules of Court, rule 10.103 or 10.104, which restrict employees and former employees from contracting with judicial branch entities.(*)

C.Authority. Contractor has authority to enter into and perform its obligations under this Agreement, and Contractor’s signatory has authority to bind Contractor to this Agreement. This Agreement constitutes a valid and binding obligation of Contractor, enforceable in accordance with its terms. Contractor is qualified to do business and in good standing in the State of California.(*)

D.No Interference with Other Contracts. To the best of Contractor’s knowledge, this Agreement does not create a conflict of interest or default under any of Contractor’s other contracts.

E.No Litigation. No suit, action, arbitration, or legal, administrative, or other proceeding or governmental investigation is pending or, to Contractor’s knowledge, threatened against or affecting Contractor or Contractor’s business, financial condition, or ability to perform this Agreement, except any suit, action, arbitration, proceeding, or investigation that individually or in the aggregate with others will not or would not have a material adverse affect on Contractor’s business, the validity or enforceability of this Agreement, or Contractor’s ability to perform this Agreement.

F.Compliance with Laws. Contractor is in compliance in all material respects with all laws, rules, and regulations applicable to Contractor’s business and services, and pays all undisputed debts when they come due.(*)

G.Work Eligibility. All Contractor personnel assigned to perform this Agreement are able to work legally in the United States and possess valid proof of work eligibility.

H.Drug Free Workplace. Contractor provides a drug-free workplace as required by California Government Code sections 8355 through 8357.(*)

I.No Harassment. Contractor does not engage in unlawful harassment, including sexual harassment, with respect to any persons with whom Contractor may interact in the performance of this Agreement, and Contractor takes all reasonable steps to prevent harassment from occurring.(*)

J.Employment Laws. Contractor complies with the federal Americans with Disabilities Act (42 U.S.C. 12101 et seq.), and California’s Fair Employment and Housing Act (California Government Code sections 12990 et seq.) and associated regulations (California Code of Regulations, title 2, sections 7285 et seq.).(*)

K.Non-discrimination. Contractor does not unlawfully discriminate against any employee or applicant for employment because of age (40 and over), ancestry, color, creed, disability (mental or physical) including HIV and AIDS, marital or domestic partner status, medical condition (including cancer and genetic characteristics), national origin, race, religion, request for family and medical care leave, sex (including gender and gender identity), and sexual orientation. Each subcontract in effect and authorizing work under this Agreement contains this provision.(*)

L.National Labor Relations Board. No more than one, final unappealable finding of contempt of court by a federal court has been issued against Contractor within the immediately preceding two-year period because of Contractor's failure to comply with an order of a federal court requiring Contractor to comply with an order of the National Labor Relations Board. (*)

M.Discharge Violation. Contractor is not in violation of any order or resolution not subject to review promulgated by the State Air Resources Board or an air pollution control district; or subject to any cease and desist order not subject to review issued pursuant to Section 13301 of the Water Code for violation of waste discharge requirements or discharge prohibitions. Contractor has not been finally determined to be in violation of provisions of federal law relating to air or water pollution.(*)

N.Not an Expatriate Corporation. Contractor is not an expatriate corporation or subsidiary of an expatriate corporation within the meaning of PCC 10286.1, and is eligible to contract with the AOC. (Expatriate corporations are certain foreign incorporated entities that are publicly traded in the United States. For additional information, see PCC 10286.1.)